OFFICERS EXHIBIT 10.1
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THE LACLEDE GROUP, INC.
EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
THIS AGREEMENT, made as of this 3rd day of November, 2004, between
The Laclede Group, Inc. (the "Company") and <> (the "Participant").
WHEREAS, the Company has adopted and maintains The Laclede Group,
Inc. Equity Incentive Plan (the "Plan") to promote the interests of the
Company and its stockholders by providing the Company's key employees with
an appropriate incentive to encourage them to continue in the employ of the
Company and its subsidiaries and to improve the growth and profitability of
the Company;
WHEREAS, the Plan provides for the Award to Participants in the
Plan of Non-Qualified Stock Options to purchase shares of Common Stock of
the Company.
NOW, THEREFORE, in consideration of the mutual covenants set forth
in this Agreement, the parties hereto hereby agree as follows:
1. GRANT OF OPTIONS. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby grants to
the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to
<> (<>) shares of Common Stock of the Company.
2. GRANT DATE. The Grant Date of the Option hereby granted is
November 3, 2004.
3. INCORPORATION OF PLAN. All terms, conditions and restrictions of
the Plan are incorporated herein and made part hereof as if stated herein.
If there is any conflict between the terms and conditions of the Plan and
this Agreement, the terms and conditions of the Plan, as interpreted by the
Administrator, shall govern. All capitalized terms used herein shall have
the meaning given to such terms in the Plan.
4. OPTION PRICE. The option price of each share underlying the
Option hereby granted is $30.95.
5. VESTING. The Option shall become vested and exercisable as
follows:
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THE OPTION WILL BE EXERCISABLE FOR THE FOLLOWING
PERCENTAGE OF THE SHARES OF COMMON STOCK
ON UNDERLYING THE OPTION
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November 4, 2005 25%
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November 7, 2006 50%
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November 6, 2007 75%
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November 4, 2008 100%
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Fractional shares shall be rounded down to the nearest whole share.
Notwithstanding the foregoing, unless the Administrator
determines otherwise at a later date, if within two years following a Change
in Control the Participant's employment is terminated by the Company or its
subsidiary without Cause, any portion of the Option outstanding under this
Agreement that has not yet become exercisable pursuant to the above schedule
shall become vested and exercisable immediately as of the effective date of
the termination of such Participant's employment.
6. EXPIRATION DATE. Subject to the provisions of the Plan, with
respect to the Option or any portion thereof which has not become
exercisable, the Option shall expire on the date the Participant's
employment with the Company and its subsidiaries is terminated for any
reason, and with respect to any Option or any portion thereof which has
become exercisable, the Option shall expire on the earlier of: (i) the
commencement of business on the date the Participant's employment is
terminated voluntarily by the Participant, for other than Retirement or
Disability as defined below, or by the Company or subsidiary for Cause; (ii)
90 days after the date the Participant's employment is terminated for
Disability or for any reason other than voluntary termination, Cause, death,
or Retirement; (iii) 18 months after the date of the Participant's
employment is terminated by reason of the Participant's death; (iv) three
years after the date the Participant's employment is terminated by reason of
Retirement; (v) the Participant's violation of the provisions of Section 13;
or (vi) the 10th anniversary of the Grant Date.
For purposes of this Section 6, "Disability" means a
physical and/or mental condition that renders a Participant unable to
perform the duties of the Participant's position on a full-time basis for a
period of 180 consecutive business days. Disability shall be deemed to exist
when certified by a physician selected by the Company or its insurers. The
Participant will submit to such examinations and tests as such physician
deems necessary to make any such Disability determination. "Retirement"
means the Participant's termination of employment with the Company and its
subsidiaries on or after the Participant's attainment of age 55 and
completion of five or more years of service with the Company and its
subsidiaries.
7. MANDATORY RETIREMENT. Notwithstanding any provisions of Section
5 or Section 6 to the contrary, the provisions of this Section 7 shall apply
in the event that a Participant's employment with the Company and its
subsidiaries is terminated as of a "Mandatory Retirement Date" pursuant to
the terms of the Employees Retirement Plan of Laclede Gas Company
("Retirement Plan"). The term "Mandatory Retirement Date" shall have the
meaning set forth in the Retirement Plan. Notwithstanding Section 5 of this
Agreement, if a Participant who retires on his/her Mandatory Retirement Date
in accordance with the Retirement Plan is not fully vested on such date, the
portion of the Option that has not become exercisable shall not be cancelled
and shall become vested and exercisable in accordance with the schedule set
forth in Section 5; provided that any unvested portion as of the first day
of the 34th month following the Participant's Mandatory Retirement Date
shall become fully vested and exercisable as of such date. In the event the
Participant dies after his/her Mandatory Retirement Date and prior to the
first day of the 34th month following such date, any portion of such Option
that has not vested as of the date of the Participant's death shall
terminate and any portion that was vested and exercisable as of the date of
death may be exercised by the Participant's estate or Permitted Transferee
for a period of 180 days following the date of the Participant's death, but
not beyond the 10th anniversary of the Grant Date.
8. METHOD OF EXERCISE. The Option herein granted may be exercised
(in whole or in part) at any time or from time to time after the right to
exercise said Option arises and before termination of said right, by
delivering to the Company or by sending by registered mail, postage prepaid,
to the Company (a) a written request designating the number of shares of
Common Stock to be purchased, signed by the Participant, or the purchaser
acting under Section 9 hereof, and (b) payment to the Company of the full
purchase price of the shares of Common Stock with respect to which the
Option is exercised. As promptly as practicable after such exercise of the
Option, the Company shall issue the shares of Common Stock to said
Participant or purchaser, as the case may be. Payment may be made in either
cash, or in the discretion of the Administrator, in shares of Common Stock
of the Company then owned by the Participant, which shares must have been
owned for at least six (6) months, or any combination of cash and shares of
Common Stock of the Company. Shares of Common Stock of the Company shall be
valued for purposes of such payment according to their Fair Market Value, as
defined by the Equity Incentive Plan, on the date of exercise.
9. DELIVERY OF SHARES. Upon the acquisition of any shares of Common
Stock pursuant to the exercise of this Option, the Participant will enter
into such written representations, warranties and agreements as the Company
may reasonably request in order to comply with applicable securities laws or
with this Agreement. The certificates representing the shares of Common
Stock purchased by exercise of this Option may be stamped or otherwise
imprinted with a legend in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and
the stock transfer records of the Company may reflect stop-transfer
instructions with respect to such share of Common Stock.
10. LIMITATION ON TRANSFER. During the lifetime of the Participant,
the Option shall be exercisable only by the Participant. The Option shall
not be assignable or transferable other than by will or by the laws of
descent and distribution. Notwithstanding the foregoing, the Participant may
request authorization from the Administrator to assign his rights with
respect to the Option granted herein to a Permitted Transferee.
11. RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Option Agreement
shall confer on any individual any right to continue in the employ of the
Company or a subsidiary or interfere with the right of the Company or a
subsidiary to terminate the Participant's employment at any time.
12. TAX WITHHOLDING. Subject to the next sentence, the Company
shall not be required to issue or deliver any certificates for shares of
Common Stock until the Participant pays to the Company in cash the amount
necessary to enable the Company to remit to the appropriate government
entity or entities on behalf of the Participant the amount required to be
withheld from wages with respect to such transaction. The Participant may
elect to have such withholding satisfied in whole or in part by a reduction
of the number of shares otherwise deliverable, such reduction to be
determined based on the Fair Market Value of the Common Stock on the date of
such notice.
13. NON-COMPETITION AND CONFIDENTIAL INFORMATION. Notwithstanding
any provision of this Agreement to the contrary, all proceeds realized, or
that could be realized on sale of the Shares by the Participant as a result
of this Award, shall be payable to the Company by the Participant if, during
the period beginning on the date hereof and ending eighteen months following
the date the Participant's employment with the Company and its subsidiaries
terminates, the Participant: (1) discloses Confidential Information, as
defined below, to any person not employed by the Company or not engaged to
render services to the Company; or (2) Engages in Competition, as defined
below.
For purposes of this Section 13, "Confidential
Information" means any confidential information obtained by the Participant
while in the employ of the Company or a subsidiary, including, without
limitation, any of the Company's or subsidiary's inventions, processes,
methods of distribution, customers or trade secrets; provided, however, that
this provision shall not preclude the Participant from use or disclosure of
information known generally to the public or of information not considered
confidential by persons engaged in the business conducted by the Company or
subsidiary or from disclosure required by law or court order.
"Engage in Competition" means the Participant's direct or
indirect hire, solicit to hire, or attempt to induce any employee of the
Company or a subsidiary (who is an employee of the Company or a subsidiary
as of the time of such hire or solicitation or attempt to hire) or any
former employee of the Company or a subsidiary (who was employed by the
Company or a subsidiary within the 12-month period immediately
preceding the date of such hire or solicitation or attempt to hire) to leave
the employment of the Company or a subsidiary.
14. INTEGRATION. This Agreement, and the other documents referred
to herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter.
There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter
hereof other than those expressly set forth herein. This Agreement,
including without limitation the Plan, supersedes all prior agreements and
understandings between the parties with respect to its subject matter.
15. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Missouri,
without regard to the provisions governing conflict of laws.
16. PARTICIPANT ACKNOWLEDGMENT. By accepting this Award, the
Participant acknowledges receipt of a copy of the Plan, and acknowledges
that all decisions, determinations and interpretations of the Administrator
in respect of the Plan, this Agreement and the Option shall be final and
conclusive. In addition, the Participant acknowledges that violation by the
Participant of Section 13 of this Agreement will obligate the Participant to
pay to the Company all proceeds realized or that could be realized by the
Participant as a result of this Award.
THE LACLEDE GROUP, INC.
By:
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X. X. Xxxxxx
Title: Chairman of the Board, President and
Chief Executive Officer
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